Running meetings is part of doing business - but running them legally is just as important as running them well. Whether you’re calling a board meeting to approve a contract or a shareholders’ meeting to issue new shares, you’ll usually need to send a formal notice of meeting.
Getting a meeting notice right isn’t hard once you know the rules. A clear, compliant notice helps you make valid decisions, avoid disputes and keep your records tidy for audits, investors and lenders.
In this guide, we’ll walk you through what a notice of meeting is, what it must include, the differences between board and shareholder meetings, how to draft and send one, and the practical timing and electronic delivery rules that often trip people up.
What Is A Notice Of Meeting In Australia?
A notice of meeting (sometimes called a meeting notice) is the written communication you send to eligible attendees telling them:
- which meeting you’re holding (board or shareholders)
- when and where it will be held (or how to attend online)
- what business will be considered (the agenda and proposed resolutions)
It’s the gateway to a valid meeting. If the notice is missing required information, sent late, or sent to the wrong people, decisions made at the meeting can be challenged or even invalid.
For companies, the rules that apply to notices sit in a mix of the Corporations Act 2001 (Cth) and your own Company Constitution. If you don’t have a custom constitution, the replaceable rules in the Corporations Act will usually apply by default. Either way, the notice requirements are there to make sure everyone gets fair warning about what’s being decided.
What Must Your Meeting Notice Include?
The exact content depends on the type of meeting, but most notices should include the basics below. Think of this as your checklist.
Core Details For Every Notice
- Meeting type: Clearly state “Board Meeting” or “General Meeting of Shareholders.”
- Date and time: Include the time zone, especially if attendees are interstate or overseas.
- Location and access: Provide the physical address and/or the online meeting link, dial-in details and any passwords. If hybrid, explain both options.
- Agenda: List each item of business and any proposed resolutions, in plain English. Attendees should know what’s being decided before they turn up.
- Papers: Attach board papers or explanatory materials so people can prepare (e.g. draft agreements, financials, term sheets).
- RSVP or proxy instructions: Tell recipients how to confirm attendance, appoint a proxy (for shareholder meetings) or nominate an alternate director (for board meetings), and by when.
- Notice period: Your constitution will set the minimum days’ notice. If silent, follow the Corporations Act. Longer notice periods can apply for certain resolutions.
- Explanatory notes: For complex or “special” resolutions (e.g. amending the constitution, selective share buy-backs), include an explanation of the purpose and effect.
- Proxy form: Provide a proxy form and instructions so members who can’t attend can still vote.
- Quorum details: Note the quorum required under your constitution (or the replaceable rules) so the chair can confirm the meeting is validly constituted.
- Decision method: Flag whether decisions will be by a vote during the meeting or by circulating written resolutions if permitted.
Notices should be clear, concise and free of surprises. If you’re asking attendees to approve a major transaction or adopt a new policy, give them enough context to make an informed decision. That usually means attaching draft documents and a short cover note explaining the key points.
Board Meetings Vs Shareholder Meetings: Different Rules
Small businesses often blur the lines between board and shareholder approvals, especially where founders wear multiple hats. It’s worth separating them because the notice rules, voting thresholds and documents differ.
Board Meetings (Directors)
The board oversees management and makes operational and strategic decisions. The constitution (or the replaceable rules) governs how to call board meetings, who can attend, and how votes are taken. Often, you can also pass a circulating resolution of directors without meeting for straightforward decisions - check your constitution or use a practical starting point like a Directors Resolution Template.
Directors’ approvals are typically needed for:
- entering material contracts and commitments
- issuing shares within existing authority
- approving budgets and financial statements
- appointing senior officers and delegating authority
Shareholder Meetings (Members)
Shareholders own the company and reserve decisions that affect ownership or the company’s constitution. A general meeting may be an annual general meeting (AGM) for public companies or, more commonly in small private companies, an ad hoc meeting when needed. If you’re calling a meeting outside a routine schedule, you’re likely holding an EGM.
Shareholder approvals are typically needed for:
- amending the constitution
- issuing new shares (if beyond board authority) or creating new classes
- changing company name or type
- appointing or removing directors (depending on constitution)
- major transactions where member approval is reserved
If you have multiple founders or investors, your Shareholders Agreement may set additional notice requirements, consent thresholds and veto rights. Always read it alongside your constitution so your notice and voting flow match what you’ve agreed.
How To Draft And Send A Notice Of Meeting (Step-By-Step)
Here’s a simple, repeatable process you can use for both board and shareholder meetings.
1) Confirm You Need A Meeting
Check your constitution, shareholders agreement and any board delegations to confirm whether a board resolution will do, or if this is a matter for shareholders. If a circulating resolution is allowed and it’s a straightforward decision, you may not need to convene a physical or virtual meeting at all.
2) Check The Notice Period And Eligible Recipients
Look up the minimum days’ notice and who must receive it. For board meetings this usually means all directors; for shareholder meetings, all members entitled to vote. If you’re tight on timing, consider whether recipients can agree to shorter notice (if your constitution permits).
Tip: When calculating deadlines, make sure you’re counting properly - your notice or constitution may refer to “clear days” or “business days.” If in doubt, clarify what counts as a Business Day to avoid cutting it too close.
3) Prepare The Agenda And Papers
Draft a short agenda listing each item of business and attach the documents needed for attendees to prepare: draft agreements, board papers, a summary memo and any proposed resolutions in full.
Plain English wins here. If you’re asking for complex approvals, consider adding a short explanatory note so everyone knows what they’re being asked to decide and why.
4) Draft The Notice Of Meeting
Use a consistent layout so your team can skim the essentials quickly. At minimum, include:
- header (company name, ACN, meeting type)
- date, time, location/online link and access instructions
- agenda items and proposed resolutions
- RSVP/proxy/alternate details and deadlines
- contact person for queries
Double-check the quorum requirements and the voting thresholds for each resolution (ordinary vs special). If you need a special resolution, the notice should make that clear.
5) Send The Notice The Right Way
Send notices using the permitted method in your constitution (e.g. email to the address on the share register, post, or electronic platform). Email is common, but make sure your records show it was sent to the correct addresses.
If you’re relying on electronic notice, ensure the constitution allows it and that you have reliable contact details. It’s fine to confirm receipt with a quick follow-up - better to catch issues early than hold an invalid meeting.
6) Keep Clean Records
Save the final notice, attachments, evidence of sending and any RSVPs or proxy forms in a central folder. After the meeting, add signed minutes and final resolutions. Keeping a tidy paper trail makes future audits, due diligence and investor conversations much easier.
Digital Delivery, Signatures And Timing
Even for small businesses, meetings often happen via Zoom and resolutions get signed electronically. That’s workable - just do it in a way that holds up legally.
Electronic Notices And Virtual Meetings
Most modern constitutions permit electronic notice and virtual or hybrid meetings. If your constitution is older, consider updating it so it clearly allows e-notices, virtual attendance and electronic voting. Clear rules reduce the risk of challenges later, particularly if important decisions or capital raises are on the agenda.
Electronic Signatures And “In Counterpart” Execution
If the meeting approves a contract or minutes to be signed, you can generally use electronic signatures in Australia, provided you meet identification, consent and reliability requirements. Where multiple signatories need to sign the same document, it’s common to sign Signed in Counterpart so each party signs a separate copy that together forms one agreement.
For company execution, directors may sign under section 127 of the Corporations Act or via delegated authority. If you rely on delegated authority, make sure it was validly granted under your constitution or section 126 (company authority to make contracts) - a quick refresher is here: section 126 Corporations Act. For more on formalities, see Legal Requirements for Signing Documents in Australia.
Timing Traps To Avoid
- Counting days incorrectly: Confirm whether you need “clear days” (excluding the day of notice and the day of the meeting) or business days. A small miscount can invalidate a resolution.
- Shortening notice without consent: If the constitution requires a minimum notice period, don’t assume everyone is okay to shorten it unless the rules allow and affected parties consent in writing.
- Attaching late papers: If attendees don’t get key documents until the last minute, expect pushback - or adjournment requests. Build in time for reading.
Key Documents And Templates To Keep You Compliant
A good notice of meeting sits within a broader governance toolkit. Here are the documents we frequently set up for small companies so meetings run smoothly and decisions stick.
- Company Constitution: Sets out how meetings are called, notice periods, quorum, voting and company execution rules. If yours is outdated, modernising it can save headaches.
- Shareholders Agreement: Adds tailored notice rights, reserved matters and consent thresholds among founders/investors, so expectations are clear.
- Directors Resolution Template: Useful for circulating resolutions when a full board meeting isn’t required, keeping decisions efficient and properly documented.
- EGM: If you need shareholder approval between annual meetings, understanding EGM notice, quorum and voting rules is essential.
- Business Day: Align your notice periods, contract timelines and meeting deadlines with an agreed definition to avoid disputes about timing.
- Legal Requirements for Signing Documents: Handy reference when finalising minutes and resolutions after the meeting, especially if using e-signatures.
Not every company will need every document on day one, but having the right foundation in place means your notices, meetings and resolutions will stand up when they’re tested - by a buyer, investor, lender or regulator.
Practical Tips For Small Teams
- Use a calendar reminder for notice lead times so you’re never rushing paperwork at the last minute.
- Adopt a standard notice template for board and member meetings to keep formatting and content consistent.
- Keep a simple “meetings register” recording notices sent, who received them, proxies, quorum and outcomes.
- After each meeting, circulate draft minutes quickly while details are fresh, then finalise and file them.
Key Takeaways
- A notice of meeting is the legal starting point for valid decisions - it must clearly set the who, when, where and what of your meeting.
- Check your constitution (and any shareholders agreement) for notice periods, quorum and voting rules, and tailor each notice accordingly.
- Board and shareholder meetings have different approval thresholds and paperwork; don’t mix them up when planning your approvals.
- Electronic notices, virtual meetings and e-signatures are fine if your constitution permits them and you keep clean records.
- Use a simple, repeatable process: confirm authority, prepare the agenda and papers, draft the notice, send it correctly and file everything.
- Strong governance documents - like a modern Company Constitution and a clear Shareholders Agreement - make notices and meetings faster, clearer and more defensible.
If you’d like a consultation on preparing notices of meeting or updating your governance documents, you can reach us at 1800 730 617 or team@sprintlaw.com.au for a free, no-obligations chat.
